Exhibit 10.12d
2002 RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
As Amended and Restated November 1, 2002
ARTICLE I. GENERAL PROVISIONS.
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SECTION 1. PURPOSES. The 2002 Restricted Stock Plan for
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Non-Employee Directors (the "Plan") is designed to retain and
attract Non-Employee Directors and to solidify the common interest
of Directors and shareholders in enhancing the value of the
Company's Shares.
SECTION 2. DEFINITIONS. Except where the context otherwise
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indicates, the following definitions apply:
"ANNUAL MEETING" means the Annual Meeting of Shareholders of The
Laclede Group, Inc.
"BOARD" means the Board of Directors of the Company.
"COMPANY" means The Laclede Group, Inc., a Missouri corporation,
and any successor that assumes the Plan.
"CURRENT VESTED NON-EMPLOYEE DIRECTOR" means a Non-Employee
Director who, as of November 1, 2002, is vested under the
Retirement Plan for Non-Employee Directors.
"CURRENT NON-VESTED NON-EMPLOYEE DIRECTOR" means a Non-Employee
Director who, as of November 1, 2002, is not vested under the
Retirement Plan for Non-Employee Directors.
"DIRECTOR" means a member of the Board.
"EMPLOYEE DIRECTOR" means a member of the Board who is employed by,
or was formerly employed by, the Company or any of its
subsidiaries.
"FAIR MARKET VALUE" means the average of the highest and lowest
sales prices of the Company's shares on the effective date of a
Grant (or, if Shares were not traded on such day, the next
preceding day on which Shares were traded) as reported in The Wall
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Street Journal under the heading "New York Stock Exchange Composite
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Transactions" or any similar or successor heading.
"GRANT" means the instruction to the Trustee by the Company
pursuant to Article III, Section 4 for the purchase of Shares for
the account of a Participant under the Plan.
"GRANTED TO" means the act by which the Company instructs the
Trustee to purchase the Shares for the account of a Non-Employee
Director pursuant to this Plan.
"NEW NON-EMPLOYEE DIRECTOR" means a Non-Employee Director, other
than a Current Vested Non-Employee Director, elected at or after
the Annual Meeting in January 2003 or any adjournment thereof to a
term as Non-Employee Director.
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"NON-EMPLOYEE DIRECTOR" means a member of the Board who is not and
never has been employed by the Company or any of its subsidiaries.
"PARTICIPANT" means a Non-Employee Director.
"SHARES" means shares of common stock of the Company and any
related securities including, without limitation, related preferred
stock purchase rights.
"TRUSTEE" means UMB Bank, National Association.
SECTION 3. SHARES AVAILABLE FOR GRANTS. There shall be 50,000
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Shares available for Grants under this Plan and the Shares shall be
purchased on the open market by the Trustee and held in trust by
the Trustee for the account of each of the Participants in the Plan
until vested. All Shares to be held in trust under this Plan shall
be held by the Trustee pursuant to a trust agreement between the
Company and the Trustee, as amended from time to time.
ARTICLE II. GRANTS OF SHARES.
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SECTION 1. NEW NON-EMPLOYEE DIRECTORS AND CURRENT NON-VESTED
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NON-EMPLOYEE DIRECTOR. Effective on the date that he or she
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commences to serve as a New Non-Employee Director, a Grant of 800
Shares shall be made for the account of such New Non-Employee
Director.
SECTION 2. ADDITIONAL GRANTS. Effective on the date of each Annual
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Meeting following the initial Grant of Shares to a Non-Employee
Director pursuant to this Article II, an additional Grant of (a)
200 Shares shall be made in the name of each Current Vested
Non-Employee Director continuing to serve as a Non-Employee
Director; and (b) 350 Shares shall be made in the name of each New
Non-Employee Director and the Current Non-Vested Non-Employee
Director continuing to serve as a Non-Employee Director; in each
case for service rendered during the year preceding each such
Annual Meeting.
ARTICLE III. TERMS AND CONDITIONS OF GRANTS OF SHARES.
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SECTION 1. DIVIDEND AND VOTING RIGHTS. As soon as practicable after
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the Trustee's receipt thereof, the Trustee shall pay to each
Participant in the Plan the applicable cash dividends declared and
paid on the Shares held by the Trustee for the account of such
Participant in the Plan. In addition, each Participant shall be
entitled to vote the Shares held by the Trustee for the account of
that Participant in the Plan.
Notwithstanding any provision of this Plan, neither this Plan nor
any Grant of Shares hereunder shall impose on the Company any
obligation to declare and pay dividends on the Shares.
SECTION 2. VESTING OF SHARES. Shares will vest (or be forfeited)
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depending upon the Participant's age entering the Plan, and the
duration of the Participant's service as a Non-
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Employee Director, as specified in the Share Vesting Schedule
hereinafter set forth, or sooner, to the extent provided in the
final unnumbered paragraph of this Section 2 of Article III and in
Article IV:
AGE ENTERING PLAN SHARE VESTING SCHEDULE
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UNDER 60 No shares vest prior to 65th birthday.
If service ends before 65th birthday,
Participant forfeits all rights to any
Shares.
If service continues after 65th birthday
but ends before 70th birthday, 1/2 of
the previously unvested accumulated
Shares vest at 65th birthday, and at
each succeeding Annual Meeting held on
or after Participant's 65th birthday,
1/2 of each annual Grant of Shares shall
be vested.
If service continues on or after 70th
birthday, all previously accumulated
unvested Shares vest on Participant's
70th birthday. Annually thereafter at
each succeeding Annual Meeting, all of
each annual Grant of Shares shall be
vested for each year of continued
service beyond 70th birthday.
60-64 No Shares vest prior to fifth
anniversary date of entry into the Plan.
If service ends before the Annual
Meeting date immediately following the
Participant's fifth anniversary of entry
into the Plan, the Participant forfeits
all rights to receive any Shares.
If service continues at least until the
Annual Meeting date immediately
following the Participant's fifth
anniversary of entry into the Plan, 1/2
of the previously accumulated Shares
vest on such Annual Meeting date and at
each succeeding Annual Meeting
thereafter, 1/2 of each annual Grant of
Shares shall be vested.
If service continues on or after 70th
birthday, all previously accumulated
unvested Shares vest on 70th birthday.
Annually thereafter at each succeeding
Annual Meeting, all of each annual Grant
of Shares shall be vested for each year
of continued service beyond age 70.
65-69 No Shares vest prior to second
anniversary date of entry into the Plan.
If service ends before such second
anniversary date, the Participant
forfeits all rights to receive any
Shares.
If service continues until the Annual
Meeting date immediately following the
second anniversary of entry into the
Plan, 1/2 of the previously accumulated
Shares vest on such Annual Meeting date.
At each succeeding Annual Meeting
thereafter, 1/2 of each annual Grant of
Shares shall be vested.
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If service continues after the Annual
Meeting date immediately following the
second anniversary of entry into the
Plan and after 70th birthday, all
previously accumulated unvested Shares
vest on 70th birthday. Annually
thereafter at each succeeding Annual
Meeting, all of each annual Grant of
Shares shall be vested for each year of
continued service after 70th birthday.
AGE ENTERING PLAN SHARE VESTING SCHEDULE
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70 OR OVER 1/2 of the Shares vest upon entry into the
Plan.
If service continues after the Annual
Meeting date immediately following the
first anniversary of entry into the
Plan, all previously accumulated
unvested Shares vest on such Annual
Meeting date. Annually thereafter at
each succeeding Annual Meeting, all of
each annual Grant of Shares shall be
vested for each year of continued
service.
For purposes of the above vesting schedule in this Section 2 of
Article III, "for each year of continued service" means, for the
first year of such continued service, service as a Director from
the time of the Director's birthday, or attaining the specified
years of service under the Plan, as the case may be, until the time
of the next Annual Meeting, and thereafter shall mean the
respective periods between Annual Meetings. Any Shares that are
unvested at the time a Non-Employee Director's service as a
Director ends shall be immediately forfeited, except as set out in
Article IV.
To the extent that the Grant of any Shares under the Plan, at the
time of such Grant, would only be exempt from Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") if the
Plan were to contain a provision prohibiting sale of such Shares
for at least six months after such award, Shares granted under the
Plan may not be sold for at least six months after the Grant
thereof.
All fractional Shares shall be rounded down to the next lower whole
number.
Notwithstanding anything to the contrary set forth above in this
Section 2 of Article III, or elsewhere in this Plan: (a) all
previously accumulated unvested shares held by any Non-Employee
Director under this Plan shall vest following twelve years of
continuous service by such Non-Employee Director, such vesting to
take place on the Annual Meeting date immediately following the
twelfth anniversary of the commencement of service by such
Non-Employee Director (the "Twelfth Anniversary Date"); and (b) all
shares granted to such Non-Employee Director under this Plan on or
after said Twelfth Anniversary Date, shall vest immediately upon
the granting thereof. For the purpose of this unnumbered paragraph,
"years of continuous service" shall include any number of years of
continued membership on the Board of Directors (without any hiatus
in the period of such Board membership) by a Non-Employee Director,
commencing on the date of initial Board membership as a
Non-Employee Director, and continuing annually from anniversary
date to anniversary date, so long as such Non-Employee Director
remains, without interruption, as a Non-Employee Director.
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SECTION 3. TRANSFER RESTRICTIONS. Shares granted pursuant to this
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Plan may not be transferred, sold, assigned, pledged or
hypothecated until vested in accordance with the terms and
conditions of this Plan, or as otherwise provided in this Plan. A
legend referring to the foregoing restrictions may be placed on all
certificates representing unvested Shares unless such Shares are
held by the Trustee as provided in Section 4 below and an
additional legend may be placed on Shares as to which resale
restrictions otherwise apply.
SECTION 4. DELIVERY OF CERTIFICATES. Certificates representing
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unvested Shares granted to Non-Employee Directors pursuant to this
Plan shall be held in trust by the Trustee, so long as the transfer
restrictions set forth in Section 3 of this Article III remain in
effect with respect to such Shares. Upon direction of an authorized
Company officer designated from time to time as such in writing by
the Company (the "Officer"), the Trustee shall: (a) release
certificates representing previously unvested Shares from trust,
cause such Shares to be registered in the Non-Employee Director's
name and reissue said certificates without the restrictive legend
in the name of the Non-Employee Director, and deliver such
certificates to the Non-Employee Director promptly upon expiration
of such transfer restrictions; and (b) release certificates
representing vested Shares from trust and deliver to the
Non-Employee Director promptly; subject only to any restrictions
that may be established by the Company, on the advice of its
counsel, to comply with Federal or State securities laws or other
legal requirements, and provided, however, that the Trustee may
designate the Company as agent for the delivery of the Shares to
Participants and, to the extent any such designation shall be made,
the Trustee shall be relieved of any liability for such delivery.
At the Company's direction the Trustee shall deliver forfeited
Shares under the terms of the Plan to the Company or use the
forfeited Shares for future Grants.
SECTION 5. ADJUSTMENT TO SHARES. If the Company subdivides or
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combines its outstanding common stock into a greater or lesser
number of shares or if the Board shall determine that a stock
dividend, reclassification, business combination, exchange of
shares, warrants or rights offering to purchase Shares or other
similar event affects the Shares such that an adjustment is
required to preserve the benefits or potential benefits intended to
be made available under this Plan, the Board may make adjustments
to the number of Shares that may be awarded and the number of
Shares subject to outstanding Grants under this Plan. Any new or
additional Shares or other securities to which a Non-Employee
Director, by virtue of Grants hereunder, becomes entitled due to
any such adjustment, shall be held by the Trustee in trust and
shall be dealt with in the same manner as the Shares giving rise
thereto are distributed. The Trustee shall sell any other
instrument or property so received that does not give the holder
the right to acquire Shares, and shall distribute the sales
proceeds to the respective participants.
ARTICLE IV. CESSATION OF SERVICE UNDER SPECIAL CIRCUMSTANCES.
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SECTION 1. DEATH OR DISABILITY. Anything to the contrary
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notwithstanding, if a Non-Employee Director: (a) dies; or (b)
suffers an irreversible incapacity or disability before any Shares
granted to him or her have become vested, then all such Shares
which are still forfeitable shall immediately be deemed vested and
nonforfeitable. A Non-Employee Director shall be deemed to have
suffered an irreversible incapacity or disability for purposes of
this Plan if, based on competent medical advice satisfactory to the
Board, he or
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she is prevented from performing the duties of Director because
of an irreversible incapacity or disability for a period of six
(6) months.
SECTION 2. CESSATION OF SERVICE FOLLOWING CHANGE IN CONTROL.
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Notwithstanding anything herein to the contrary, if a Non-Employee
Director's relationship as a Director of the Company is terminated
and if such termination occurs within four years following a change
in control of the Company, then all Shares that have been Granted
to him or her and that may still be forfeitable shall immediately
be deemed vested and nonforfeitable. For purposes of this Section
2, Article IV, a "change in control of the Company" means (i) the
purchase or other acquisition (other than from the Company) by any
person, entity or group of persons, within the meaning of Sections
13(d) or 14(d) of the Exchange Act of 1934 ("Exchange Act")
(excluding, for this purpose, the Company or its subsidiaries or
any employee benefit plan of the Company or its subsidiaries), of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 30% or more of either the Company's then
outstanding Shares or the combined voting power of the Company's
then outstanding voting securities entitled to vote generally in
the election of Directors; or (ii) individual members of the Board,
as of November 1, 2002 (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to November 1,
2002 whose election, or nomination for election by the Company's
shareholders, was approved by the vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, as a member of the Incumbent Board, any such
individual whose initial election to office occurs as a result of
either an actual or threatened election contest (as such term is
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a party other than the Board;
or(iii) approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, with respect
to which persons who were the shareholders of the Company
immediately prior to such reorganization, merger or consolidation
do not, immediately thereafter, own more than 50% of the surviving
entity's then outstanding shares of common stock or the surviving
entity's combined voting power entitled to vote generally in the
election of directors, or of a liquidation or dissolution of the
Company or of the sale of all or substantially all of the Company's
assets. In making this computation as to any Company shareholder
who was also an equity owner in any other party to such
reorganization, merger, or consolidation prior to consummating such
transaction, only the common stock or voting power relating to such
shareholder's equity interests in the Company shall be counted
towards the 50% threshold in the prior sentence.
ARTICLE V. MISCELLANEOUS PROVISIONS.
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SECTION 1. GOVERNING LAW. This Plan and all actions taken hereunder
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shall be governed by the laws of the State of Missouri.
SECTION 2. WITHHOLDING. The Company may make such provisions and
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take such steps as it may deem necessary or appropriate for the
withholding of any taxes which the Company is required by any law
or regulation of any governmental authority, whether federal, state
or local, domestic or foreign, to withhold in connection with any
event or action under this Plan.
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SECTION 3. EFFECTIVE DATE AND TERM OF GRANTING SHARES. This Plan
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has been amended and restated effective as of November 1, 2002,
subject to approval by the Company's shareholders, and the granting
of Shares hereunder shall terminate as of November 1, 2012. All
references to service by a Participant as a Non-Employee Director
of the Company in this Plan shall include any service such
Participant provided to Laclede Gas Company as a Non-Employee
Director prior to October 1, 2001 as well as any service provided
to the Company as a Non-Employee Director on and after October 1,
2001.
ARTICLE VI. AMENDMENTS.
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SECTION 1. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 2
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below, the Board may from time to time amend this Plan or
discontinue this Plan or any provision thereof; provided, however,
that no amendment may be made that would (a) change the types of
awards under this Plan, (b) materially increase the aggregate
number of Shares that may be granted under this Plan (except for
the equitable adjustments referred to in Article III, Section 5
above), (c) change the category of Directors eligible to receive
Shares under this Plan, (d) materially extend the period during
which Grants may be made under this Plan, or (e) amend Articles II
and III of this Plan more than once every six months, other than to
comport with changes in the Internal Revenue Code or the rules
thereunder.
SECTION 2. EFFECT ON SHARES GRANTED. No amendment or
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discontinuation of this Plan or any provision thereof shall,
without the written consent of the Non-Employee Director, adversely
affect any Shares theretofore granted to such Non-Employee Director
under this Plan.
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